Title of Securities to be Registered

Amount

to be

Registered ⁽¹⁾

Proposed Maximum

Offering Price

Per Share ⁽²⁾

Proposed Maximum

Aggregate

Offering Price ⁽²⁾

Amount of

Registration Fee

2017 Equity Incentive Plan

Common Stock, $0.001 par value per share

1,095,006 ⁽³⁾

$11.29

$12,362,617.74

$1,498.35

2017 Employee Stock Purchase Plan

Common Stock, $0.001 par value per share

230,001 ⁽⁴⁾

$11.29

$2,596,711.29

$314.73

Total

1,325,007

$14,959,329.03

$1,813.08

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ” ), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of the Registrant ’ s Common Stock ( “ Common Stock ” ) that become issuable under the plans by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2)

This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on February 27 , 2019, as reported on the Nasdaq Global Select Market.

(3)

Represents (i) 920,006 shares of Common Stock that were automatically added to the shares authorized for issuance under the Tocagen Inc. 2017 Equity Incentive Plan, as amended (the “ 2017 Plan ” ), on January 1, 2019 pursuant to an “ evergreen ” provision contained in the 2017 Plan. Pursuant to such provision, on January 1 of each year through January 1, 2027, the number of shares authorized for issuance under the 2017 Plan is automatically increased by: (a) a number equal to 4% of the total number of shares of the Registrant ’ s capital stock outstanding on December 31 of the preceding calendar year; or (b) a number of shares of Common Stock that may be determined by the Registrant ’ s Board of Directors that is less than the preceding clause (a) and (ii) 175,000 shares of Common Stock added to the 2017 Plan pursuant to an amendment approved by the Registrant’s Board of Directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules (“Rule 5635(c)(4)”) and to be used exclusively for the grant of awards to individuals who were not previously employees or non-employee directors of the Registrant (or following a bona fide period of non-employment with the Registrant), as an inducement material to the individuals’ entering into employment with the Registrant.

(4)

Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Tocagen Inc. 2017 Employee Stock Purchase Plan (the “ 2017 ESPP ” ), on January 1, 2019 pursuant to an “ evergreen ” provision contained in the 2017 ESPP. Pursuant to such provision, on January 1 of each year through January 1, 2027, the number of shares authorized for issuance under the 2017 ESPP is automatically increased by a number equal to the lesser of: (a) 1% of the total number of shares of the Registrant ’ s capital stock outstanding on December 31 of the preceding calendar year; (b) 300,000 shares; or (c) a number of shares of Common Stock that may be determined by the Registrant ’ s Board of Directors that is less than (a) and (b).